1. Acceptance of Terms
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These Terms of Service (this“Agreement”) between Kanvas Agency LLC (“we”, “us” or “Kanvas Agency”) and you govern your access and use of our web platform made available through www.kanvasagency.com (this “Site”) and the subscription or other services we provide (the“Services”). By using this Site and accessing our Services in any manner, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

This Site is controlled and operated by us from our offices within the United States. We make no representation that materials in the Site are appropriate or available for use in other locations, and access to them from territories where its contents are illegal is prohibited. Those who choose to access this site from places outside the United States are responsible for compliance with all applicable laws.‍

We may update this Agreement from time to time. You accept the update by continuing to use this Site and the Services after the update. All updates are effective upon posting. We encourage you to check the “Terms of Service” link on the home page each time you visit this Site so you are aware of any updates.

2. Privacy Policy

2.1 Our privacy policy, found at www.kanvasagency.com/privacy-policy (the “Privacy Policy”), describes how we may use your personal information. By continuing to use this Site, you accept the Privacy Policy incorporated herein by reference. If you object to using your personal information as described in the Privacy Policy, please leave thisSite immediately. You must be at least age 18 to access this Site.

3. The Services

3.1 Subject to your compliance with this Agreement, as well as your subscription for an applicable plan and our timely receipt of your associated payment(s), we will make the applicableServices available to you during the term to which you have subscribed. We will use commercially reasonable efforts to make the Services available subject to planned downtime and any unscheduled emergency maintenance. We may modify, replace, or discontinue the Services at any time, for any reason, without notice to you.

3.2 You may only access and use theServices in accordance with the terms of the Agreement. You agree to: (i)provide accurate, current, and complete information about you as may be prompted by any form on this Site (“Registration Data”); (ii) maintain and promptly update the Registration Data to keep it accurate, current and complete; (iii) maintain the security of any password and identification information; (iv) notify us immediately of any unauthorized use of your account; (v) accept sole responsibility for all activities that occur on your account. Each person who uses any Service must have a separate user name and password. You must provide a valid email address for each person you authorize to use your account. You agree to provide any other information that we reasonably request.

3.3 You are responsible for obtaining and maintaining all telecommunications, broadband, and computer equipment and services needed to access and use the Services and for paying all related charges.

3.4 We may terminate your account without prior notice or liability to you if we find, in our sole and exclusive discretion, that you: (i) have violated this Agreement; (ii) are not in alignment with our model; (iv) violate our core values; or (v) are abusing our services or team in any way, including using our services for illegal purpose.

3.5 “Deliverables” means content that we develop and provide specifically for you based on your requests. Deliverables do not include Licensed Content, subject to specific license restrictions.

3.6 “Licensed Content” means stock or otherwise pre-existing content elements that we own or license from a third party, including artwork, stock photographs, audio, typeface, video, designs, and writings. While you are, and will be, the sole and exclusive owner of all rights, titles, and interests in and to the Deliverables, the Licensed Content incorporated in the Deliverables is subject to the license described in Section5 below. No rights are granted to you to any Licensed Content other than as expressly set forth herein.

3.7 Subject to your continued compliance with this Agreement, including timely payment of associated amounts due, we grant you a limited, revocable, non-exclusive, non-sub licensable, non-transferable license to access and use the Services for your internal business purposes. You may not access or use the Services to monitor its availability, performance, or functionality for competitive purposes. You may not, and may not permit any third party to (a) reverse engineer (except to the extent specifically permitted by statutory law), decompile, disassemble, or other wise attempt to discover source code, object code, or underlying structures, ideas or algorithms of the Services, (b) modify, translate or create derivative works based on the Services, (c) use the Services for any purpose other than its internal purposes; or (d) use the Services other than in accordance with the Agreement and in compliance with all applicable laws and regulations (including but not limited to any applicable privacy and intellectual property laws).

3.8 You grant us a perpetual, irrevocable, worldwide, nonexclusive, transferable, sub licensable right and license to commercially exploit any feedback, suggestions or recommendations you provide us.

4. Use of the Services

4.1 You may use the Services for any projects and scope you have subscribed to under the applicable plan. While we accept unlimited requests for Deliverables and revisions to those Deliverables, our output volume depends on many factors: total request volume and complexity. We will do our best to work with you to accommodate any priority items and your timelines, but we suggest you do not use our Services for time-sensitive projects that go beyond the expectations set forth.

4.2 We do our best to minimize any mistakes in the final Deliverables. However, due to the nature of creative design, we cannot guarantee all final Deliverables will be 100% error-free. When we deliver a file, you agree to review and proof all files for any errors or omissions and notify us if any changes or corrections are needed. We will do our best to rush edits to correct any mistakes you inform us about during your subscription period. If you notify us of any errors or changes after the termination of your subscription period, we are not required to work with you to make corrections.

4.3 The speed of your account is determined by what subscription you have. A subscription measures output and represents what we can accomplish on a business day with our team, software, and web platform. What we can create with a single subscription depends on many factors, including, but not limited to, (i) the type of plan, (ii) the volume of requests, and (iii) the complexity of requests. We do not guarantee the amount of work that we can create with a single subscription.

4.4 You are the owner and/or controller of all of the information, data or materials that you provide to us to use the Services (“Customer Content”). By submitting Customer Content to us, you are representing that you are the owner of such Customer Content and/or have the necessary rights, licenses, and authorization to distribute it. You grant us a worldwide, royalty free, non-exclusive license to access and use Customer Content to provide the Services.

4.5 You are, and will be, the sole and exclusive owner of all right, title, and interest in and to the Deliverables, including all intellectual property rights therein. We agree that with respect to any Deliverables that may qualify as “work made for hire” as defined in 17 U.S.C. §101, such Deliverables are deemed a “work made for hire”for you. To the extent that any Deliverables do not constitute a “work made for hire,” we irrevocably assign you all right, title, and interest throughout the world in and to the Deliverables, including all intellectual property rights therein. Notwithstanding the foregoing, the terms of this Section 4.5 are subject to your compliance with this Agreement, your full payment of applicable amounts due and the terms of Sections 4.7 and 5 below. You grant us a limited, nonexclusive, non-sub licensable, royalty-free worldwide license to use, host, run, copy, reproduce, process, adapt, translate, publish, transmit, display and distribute any Deliverables that we develop in connection with the Services solely to provide the Services to you and manage your account. We may also use the Deliverables and other information regarding you and your use of the Services for internal purposes to improve and enhance our Services and in an aggregated form to illustrate the scope of our Services for marketing and advertising purposes.

4.6 Kanvas Agency does not support and will not tolerate its Service being used to discriminate against others, especially when based on race, religion, sex, sexual orientation, age, disability, ancestry, or national origin. You are not permitted to use the Service in a manner which would or would likely incite, promote or support such discrimination and you must not use the Service to incite or promote hostility or violence. If we believe in our sole determination that your use of theService is being used to discriminate, especially if based on race, religion, sex, sexual orientation, age, disability, ancestry, or national origin, we may permanently or temporarily terminate or suspend your access to the Service, without notice and liability for any reason.

4.7 The Services may allow you an option to useAI generated content as part of your Deliverable. To the extent you utilize AI generated content or otherwise agree to the use of AI generated content in your Deliverable, you agree to and will comply with OpenAI’s terms of use with respect to such AI generated content (which terms are located at https://openai.com/policies/terms-of-useandare incorporated herein by reference), or such other terms identified by us when you request or consent to the use of AI generated content. For clarity, OpenAI’s terms of use are separate from and in addition to (and do not supersede or replace) Symposia USA’s Terms of Service, which will continue to apply in full force and effect. We have very limited control over AI generated content. We make no warranty or representation of accuracy, completeness, reliability, ownership or non infringement with respect to any AI generated content. By requesting or consenting to the use of AI generated content, you acknowledge and agree that any use of AI generated content is at your own risk. This entire section also applies to any other LLM’s and AI tools from any other third parties.

5. Use of Licensed Content

5.1 Subject to compliance with thisAgreement and full payment of applicable amounts due, we grant you a revocable, non-exclusive, non-transferrable, royalty-free, worldwide right and license to the Licensed Content for your personal or professional use as incorporated in a Deliverable. Except as expressly provided in the license terms associated with the Licensed Content, all Licensed Content is provided and licensed only for a single use as incorporated into a Deliverable. You may broadcast, display, distribute or reproduce that Deliverable that includes the single use LicensedContent but only as part of that Deliverable. If you want to use the LicensedContent for another project, end product or different use, you must purchase another license. In no event shall you use the Licensed Content on a stand-alone basis. Except as expressly permitted by us, you agree not to, directly or indirectly, stockpile, sell, lease, sublicense, distribute, copy, reproduce, republish, reverse engineer, download, data mine, or modify anyLicensed Content made available to you.

5.2 To the extent that we license the Licensed Content from any third party, including but not limited to Canva, Adobe Stock or Envato, Getty Images you agree to comply with the relevant third-party license, which, as applicable, include the Canva Content LicensingAgreement as https://www.canva.com/policies/content-license-agreement/,the Adobe Stock General Terms and Product Specific Licensing Terms as https://www.adobe.com/legal/terms/enterprise-licensing.html the Envato Elements License terms at https://elements.envato.com/license-terms, the GettyImages Content License Agreement as https://www.gettyimages.com/eula. For clarity, such license terms are separate from and in addition to (and do not supersede or replace) Kanvas Agency’s Terms of Service, which will continue to apply in full force and effect. Except with our written permission, you may not: (i) sell, resell, rent, lease, sublicense, assign, grant a security interest in, or otherwise transfer any part of your rights to use Licensed Content apart from the Deliverable into which it is incorporated; (ii) change, alter, adapt, translate, convert, modify, or make any derivative works of anyLicensed Content; (iii) falsely represent that you are the original creator of any Licensed Content; (iv) use Licensed Content in a pornographic, defamatory, or other unlawful manner; (v) use Licensed Content in any way that allows others to download, extract, or redistribute Licensed Content as a stand alone file or work; and (vi) use Licensed Content that features models or property in connection with a subject that would be unflattering or unduly controversial to a reasonable person (for example, sexually transmitted diseases), must indicate: (1) that the content is being used for illustrative purposes only, and (2) any person depicted in the content is a model.

5.3 Our licensors and we retain ownership over Licensed Content, whether downloaded through our stock services or incorporated into your Deliverable. We reserve the right to terminate, revoke, or withdraw all licenses upon your failure to comply with any provisions of this Agreement. In the event of any termination, you will have no further right to make use of the Licensed Content, which may include the Licensed Content that is included in your Deliverable.

6. Fees and Subscription Management

6.1 Use of our Services requires payment of recurring fees. Before we have any obligation to provide Services, you must pay the fees (as well as applicable taxes) in full, in such amounts and for such billing frequency as specified during registration, as updated (prospectively, not retroactively) by you from time to time. All fees are due upon receipt of invoice. Failure of Kanvas Agency to provide an invoice does not relieve you of your obligation to pay the fees in accordance with the terms specified when you register. You agree that, upon registering for the Services, you authorize us to charge your method of payment (e.g., credit card) for the fees and applicable taxes from your registration date based upon your chosen billing frequency (e.g., monthly, quarterly, annually). We reserve the right to suspend or terminate your account in the event you fail to pay amounts owed tous when due. All amounts owed under this Agreement are non-cancelable and non-refundable, except as specifically provided in this Section 6.

6.2 We reserve the right to change our fees upon 5 days’ advance notice. By continuing to use the Services, you accept such changes. We are not required to notify you of temporary promotions or reductions in fees.

6.3 You may cancel your subscription with us at any time by contacting our support team or by managing your account in your Client Portal. If you elect to cancel your subscription before the next renewal cycle, you retain the ability to use your account and access any deliverable files until the end of your current paid billing term. Upon the expiration of your subscription, access to our Services and all associated files will cease. Please note, we do not offer refunds or credits for partial months of service, downgrades, or unused time.

6.4 In recognition of the varying needs of our clients, we provide the option to pause your subscription. Should you find that you require fewer services within a given month, you may pause your subscription to halt billing and extend your current billing cycle accordingly. This pause option is designed to offer you greater flexibility while maintaining the efficiency of our service delivery. The pause can be initiated using your client portal.

7. Confidential Information

7.1 For purposes of this Agreement, the term “Confidential Information” means non-public or proprietary information, including, without limitation, information relating to current or future business, products and services, research, images, development, design details and specifications, and marketing plans.

7.2 During the course of our relationship, you may disclose to us your Confidential Information. We agree to hold in confidence and not disclose to any third party any of your ConfidentialInformation, except as approved or directed in writing by you, and will use your Confidential Information for no purpose other than for the Services. We will limit access to your Confidential Information to only those employees, officers, directors, contractors, representatives and agents who are involved in providing Services to you.  We will be responsible to you for any breach of this provision by our employees, officers, directors, contractors, representatives and agents.

7.3 During the course of our relationship, we may similarly disclose to you our Confidential Information. You agree to hold in confidence and not disclose to any third party any of ourConfidential Information, except as approved or directed in writing by us, and will use our Confidential Information for no purpose, except as permitted by this Agreement. You will limit access to our Confidential Information to only those employees, officers, directors, contractors, representatives and agents to whom it is necessary to disclose our Confidential Information. You will be responsible for any breach of this provision by your employees, officers, directors, contractors, representatives and agents.

7.4 Not withstanding anything to the contrary in this Agreement, the following is not Confidential Information: (a)information that was in the public domain at the time of its disclosure or has entered the public domain without breach of this Agreement; (b) information that was already in the rightful possession of a party at the time of disclosure; (c) information that is independently developed by a party without breaching this Agreement; or (d) information that becomes known to a party, without restriction, from a third party source not directly or indirectly involving a breach of this Agreement.

7.5 The confidentiality obligations under this Agreement will survive for five (5) years after the termination of thisAgreement.

8. Publicity

8.1 Unless you provide us with written notice to the contrary or of any reasonable restrictions or requirements, you agree that we may disclose that you are a customer and may use your name(s) and logo(s) in: (a) our digital, online, and printed marketing materials (including on our websites); and (b) external-facing presentations, including to individual clients and prospects.

9. Term and Termination

9.1 This Agreement will expire and terminate upon the expiration or termination of your account or subscription to a Service; provided that all sections of this Agreement which by their nature should survive termination will survive termination, including but not limited to, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

9.2 We may terminate this Agreement at any time upon notice if you default or breach this Agreement. Upon expiration or termination of your account or subscription to a Service, all rights under this Agreement relating to such Service will immediately terminate, you will lose all access to the applicable Service, including access to your account and CustomerContent or other files. If we terminate the Agreement for your breach, any licenses to Licensed Content will terminate.

10. Disclaimer of Warranties

10.1 EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 9.1, THE SITE AND THE SERVICES (INCLUDING BUT NOT LIMITED TO DELIVERABLES, LICENSED CONTENT, AND AI GENERATED CONTENT) ARE PROVIDED “AS IS, AS AVAILABLE”. WE MAKE NO PROMISES ABOUT OUR SERVICES AND, TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED,INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS,NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, AND OTHER VIOLATION OF RIGHTS,EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE.

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11. Liability Waiver

11.1 WE WILL NOT BE RESPONSIBLE FOR ANY LOST PROFITS, REVENUES, DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF THE USEOR INABILITY TO USE THIS SITE. TO THE EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY,FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED OR EXPRESSED WARRANTIES, SHALL NOT EXCEED FIFTY DOLLARS ($50.00), REGARDLESS OF THE CAUSE OF ACTION, IN TORT, CONTRACT, OR OTHERWISE. THIS PARAGRAPH DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

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12. Indemnification

12.1 YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US HARMLESS FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, AND EXPENSES, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEY’S FEES AND COSTS, ARISING OUT OF OR IN ANY WAY CONNECTED TO CUSTOMER CONTENT OR USE OF THE SERVICES, ANY DELIVERABLES, LICENSED CONTENT OR AI GENERATED CONTENT, INCLUDING BUT NOT LIMITED TO VIOLATION OF ANY THIRD PARTY LICENSE TERMS. YOU SHALL COOPERATE AS REQUIRED BY US IN THE DEFENSE OF ANY CLAIM. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU, AND YOU WILL NOT, IN ANY EVENT, SETTLE ANY CLAIM WITHOUT OUR PRIOR WRITTEN CONSENT.

13. Links to Third-Party Platforms

13.1 If this Site is available through any third-party platform, or if we provide links from this Site to any third-party platform, then we do not accept responsibility for any content or practices of such third parties.

14. Digital Millennium Copyright Act

14.1 We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from this Site infringe your copyright, you may request removal of those materials from this Site by submitting written notification to our agent designated below.

14.2  In accordance with theOnline Copyright Infringement Liability Limitation Act of the DigitalMillennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the”DMCA Notice”) must include substantially the following: (1) your physical or electronic signature; (2) identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on this Site, are presentative list of such works; (3) identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material; (4) adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address);(5) a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law; (6) a statement that the information in the written notice is accurate; and (7) a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

14.3 Our designated agent to receive DMCANotices can be contacted at: hello@kanvasagency.com

15. Disputes Resolution and Choice of Forum

‍15.1 This Agreement is governed by, and construed in accordance with, the laws of the State of Florida, with out regard to any choice of law, conflicts of law or other principles that would result in the application of the laws or regulations of any other jurisdiction. Any legal action, claim, or proceeding relating to or arising out of this Agreement shall be instituted in a state or federal court of competent jurisdiction in Pinellas County, Florida. The parties agree to submit to the exclusive jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.

15.2 If no court in Pinellas County, Florida is found to have jurisdiction, then the parties shall adjudicate any dispute arising out of or relating to this Agreement by binding arbitration administered by the Sixth Circuit for Dispute Resolution in Pinellas County, Florida in accordance with its International Arbitration Rules. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

15.3 THE PARTIES AGREE THAT EACH OFUS MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.

15.4 THE PARTIES AGREE THAT ANY CAUSE OF ACTION OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OF USE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

16. Assignment

16.1 This Agreement and the rights and obligations herein are personal to you, and you may not assign or otherwise transfer this Agreement or any of your rights or obligations here under, without our prior written consent. We may freely assign this Agreement, including, without limitation, in connection with a merger, acquisition, bankruptcy, reorganization, or sale of some or all of our assets or stock.

17. Severability

17.1 If any one or more of the provisions of this Agreement are for any reason held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will be unimpaired and will remain in full force and effect, and the invalid, illegal or unenforceable provision(s) will be replaced by a valid, legal and enforceable provision or provisions that comes closest to the intent of the parties underlying the invalid, illegal or unenforceable provision(s).

18. Non-Waiver

18.1 The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. A waiver by either party of any term or condition of this Agreement or any breach, in any one instance, will not waive such term or condition or any subsequent breach.

19. Force Majeure

19.1 If we are unable to perform any obligation under this Agreement because of any matter beyond our reasonable control, including but not limited to, a pandemic or wide spread outbreak of infectious diseases, government shutdown, lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial/labor disputes (whether or not involving our employees), acts of government, loss of or problems with telecommunications, utility services or other third party services, and hostile network attacks (each, a “Force Majeure Event”), we will have no liability to you for such failure to perform; provided, however, that we will resume performance promptly upon removal of the circumstances constituting the Force Majeure Event.

20. Entire Agreement

21.1 If you have executed a separate agreement with us applicable to your access to and use of this Site or our Services, then the terms and conditions of that agreement prevail to the extent of any conflict with this Agreement, except for any agreement dated before December 3rd, 2023. In all other cases, this Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior communications and proposals.